Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.

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2)

Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.

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3)

The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made in equal installments on the first, second, third, fourth, and fifth anniversary of the reporting person's separation from service on the Board of Directors.